The affirmation is based on the stable performance of the underlying
portfolio since the transaction's inception in March 2012. As of the
Jan. 14, 2013 trustee report, the transaction continues to pass all of
its coverage tests and collateral quality tests, and there have been no
defaults in the underlying portfolio to date.

In Fitch's view, the average credit quality of the underlying portfolio
has remained at approximately 'B' since inception. Per the most recent
trustee report, the $495.4 million portfolio is comprised of 3.4% second
lien loans, 3.7% senior unsecured bonds, and the remainder consists of
senior secured loans and principal cash. All permitted concentration
limitations are currently in compliance.

This review was conducted under the framework described in the report
'Global Rating Criteria for Corporate CDOs' using the Portfolio Credit
Model (PCM) for projecting future default and recovery levels for the
underlying portfolio. These default and recovery levels were then
utilized in Fitch's cash flow model under various combinations of
default timing and interest rate stress scenarios, as described in the
report 'Global Criteria for Cash Flow Analysis in CDOs'. The cash flow
model was customized to reflect the transaction's structural features.
Fitch's portfolio and cash flow analysis demonstrated that the credit
enhancement provided to the class A notes remains consistent with the
current rating level. The class A notes are not expected to experience
rating volatility in the near term, supporting the Stable Outlook on the
notes.

CGMS CLO 2012-1 is an arbitrage, cash flow collateralized loan
obligation (CLO) that closed on March 27, 2012 and is managed by Carlyle
Investment Management L.L.C. The transaction remains in its reinvestment
period, which is scheduled to end in April 2016.

Additional information is available at 'www.fitchratings.com'.
The ratings above were solicited by, or on behalf of, the issuer, and
therefore, Fitch has been compensated for the provision of the ratings.

The information used to assess these ratings was sourced from the
periodic trustee reports, note valuation reports, and the public domain.

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND
DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING
THIS LINK: HTTP://FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS.
IN ADDITION, RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE
AVAILABLE ON THE AGENCY'S PUBLIC WEBSITE 'WWW.FITCHRATINGS.COM'.
PUBLISHED RATINGS, CRITERIA AND METHODOLOGIES ARE AVAILABLE FROM THIS
SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS
OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE AND OTHER RELEVANT POLICIES
AND PROCEDURES ARE ALSO AVAILABLE FROM THE 'CODE OF CONDUCT' SECTION OF
THIS SITE.